PASG furnishes Q3 2025 results release and updated presentation

Rhea-AI Filing Summary

Passage Bio, Inc. filed a current report to note it issued a press release announcing financial results for the quarter ended September 30, 2025 and updated its corporate presentation.

The press release is furnished under Item 2.02 as Exhibit 99.1, and the presentation is furnished under Item 7.01 as Exhibit 99.2. Both items are furnished, not filed, and are not incorporated by reference except as specifically stated. The report was signed by Chief Financial Officer Kathleen Borthwick.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2025

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39231	82-2729751
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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One Commerce Square 2005 Market Street, 39th Floor Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

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(267) 866-0311

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share	PASG	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operations and Financial Condition.

On November 10, 2025, Passage Bio, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in this Item 2.02, including Exhibit 99.1 to this report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, the Company updated its corporate presentation. A copy of the corporate presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.2 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 and in the accompanying Exhibit 99.2 shall not be incorporated by reference into any other filing under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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Exhibit No.	​	Description
99.1	​	Press release issued by Passage Bio, Inc. regarding its financial results for the quarter ended September 30, 2025, dated November 10, 2025.
99.2	​	Corporate Presentation.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL).

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2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	PASSAGE BIO, INC.
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Date: November 10, 2025	By:	/s/ Kathleen Borthwick
​	​	Kathleen Borthwick
​	​	Chief Financial Officer

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FAQ

What did Passage Bio (PASG) disclose in this 8-K?

It furnished a press release announcing financial results for the quarter ended September 30, 2025 and an updated corporate presentation.

Which exhibits were included in PASG’s filing?

Exhibit 99.1 is the Q3 2025 results press release; Exhibit 99.2 is the corporate presentation; Exhibit 104 is the cover page Inline XBRL file.

Are the exhibits considered "filed" with the SEC?

No. The materials under Items 2.02 and 7.01 are furnished, not filed, and are not subject to Section 18 liabilities or incorporated by reference unless expressly stated.

What period do the financial results cover for PASG?

The press release covers the quarter ended September 30, 2025.

When was the earliest event reported by PASG?

November 10, 2025.

Who signed the report for PASG?

Chief Financial Officer Kathleen Borthwick.